Terms and Conditions
2. Lyynks Web Site; End Users and Customers
3. Web Site Usage, Services and Technology Access; Termination
A. Lyynks hereby grants you permission to use the Web Site and the Services strictly in accordance with these Terms of Service, provided that: (i) your use of the Web Site and the Services as permitted is solely for your personal, noncommercial use, unless you have executed the EULA and, thereby, become a Customer, in which case, your uses of the Web Site, the Services and the Technology will be as set forth in the EULA, which allows for certain corporate and commercial uses subject to its terms; (ii) you shall not copy or distribute any part of the Web Site in any medium without Lyynks’ prior written authorization; (iii) you shall not alter or modify any part of the Web Site; (iv) you shall otherwise comply with the terms and conditions of these Terms of Service and any restrictions or conditions set forth on the Web Site itself; and (v) if applicable, you shall comply with the terms of the EULA in connection with your use of the Technology.
B. In order to access some features of the Web Site, including, without limitation, to submit Materials (as defined herein) for use in conjunction with the Technology you will have to create an account with Lyynks (“Account”). You may never use another End User’s or Customer’s Account without permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You agree to notify Lyynks immediately of any breach of security or unauthorized use of your Account or password. Lyynks will not be liable for any losses or damages caused by any unauthorized use of your Account or password, and you will be liable for any and all losses and damages incurred by Lyynks or third parties due to such unauthorized use. You hereby agree that you will be solely responsible for any losses and damages incurred by you or any third party as a result of your failure to adequately safeguard your password. You shall not be prohibited from creating, operating and populating multiple Accounts, provided that each Account uses a unique e-mail address, and you further agree to create not more than one account per recording act or group, production, event, company, or other entity. You further agree to immediately notify Lyynks in the event that you create or discover, inadvertently or deliberately, multiple Accounts for the same company, production, artist, entity, or individual. Lyynks reserves the right to re-assign your username or to limit or restrict access to or use of the Lyynks Web Site, or any portion thereof, if Lyynks believes, in its sole discretion, that you have violated Terms of Service or that you pose a threat to Lyynks, any of its affiliates or partners, any End User or Customer, or any other third party.
C. You agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Web Site in a manner that sends more requests or messages to the Lyynks Servers (as defined below) in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally-identifiable information, including, without limitation, account names, from the Web Site. You agree not to solicit, for commercial purposes, any End User or Customer with respect to their Materials or otherwise. You agree not to interfere with or disrupt the online network and/or web-based systems used to provide or deliver the Services (collectively, the “Lyynks Network”), or any computer servers connected to, or utilized in connection with, the Lyynks Network, including, without limitation, the servers of Lyynks’ third-party contractors (collectively, the “Lyynks Servers”).
D. Lyynks may terminate your Lyynks Network membership, your Account, or suspend your access to all or part of the Lyynks Network or the Services, without notice and without liability, for any reason, including, without limitation, if Lyynks determines in its sole discretion that you have violated these Terms of Service or if you engage in any conduct that Lyynks, in its sole discretion, believes is in violation of any applicable law, rule, or regulation or that is otherwise harmful to the interests of Lyynks, any other End User or Customer, or any third-party. You may discontinue your use of and access to the Lyynks Network or the Services at any time.
4. Intellectual Property Rights
The content on the Lyynks Web Site and/or provided, delivered, or transmitted in connection with the Services, except all Materials, including, without limitation, the text, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, the “Content“), the Technology, and the trademarks, service marks and logos contained in or displayed on the Lyynks Web Site (the “Marks” and, collectively, with the Content and the Technology, the “Lyynks Materials”) are owned by or licensed to Lyynks by third parties, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Lyynks Materials are provided to you “AS IS” for your information and permitted use only (as provided in these Terms of Service, and, with respect to the Technology, as provided in the EULA) and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever (except, with respect to the Technology only, as expressly provided in the EULA) without the prior written consent of the respective owners of the applicable Lyynks Materials. Lyynks reserves all rights not expressly granted to you in and to the Lyynks Materials, and all goodwill resulting from the use of the Marks shall inure exclusively to the benefit of Lyynks. You agree to not engage in the copying or distribution of any of the Lyynks Materials other than through the use of the Technology (if applicable), as expressly provided in the EULA, including, without limitation, any use, copying, or distribution of the Materials of any third-party obtained through, or viewed on, the Web Site or the Services for any commercial purposes. If you download or print a copy of any Content for personal use, you agree not to alter or remove any copyright or other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Lyynks Web Site or features that prevent or restrict use or copying of any Lyynks Materials or enforce limitations on use of the Lyynks Web Site, the Services, or the Lyynks Materials.
5. Eligibility; Fees; Materials; Restrictions on Use of Web Site; Advertising; Representations and Warranties
A. Use of the Lyynks Web Site and/or registration to be a Customer are/is void where prohibited. By using the Lyynks Web Site, the Services, and/or the Technology, you represent and warrant that (i) all registration information submitted by you is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are at least thirteen (13) years of age or older; and (d) your use of the Lyynks Web Site does not violate any applicable law, rule, or regulation. Your profile and account may be deleted, your account access may be suspended, and your membership or status as a Customer may be terminated without notice for any reason, including, without limitation, if Lyynks believes or has other evidence suggesting that you are under 13 years of age, that you are under the age of 18 and have represented to Lyynks Sites that you are 18 or older, or if Lyynks believes you are over 18 and you represent or represented yourself as under 18. If you are under the age of 18, Lyynks reserves the right to (i) deny you access to certain areas of the Lyynks Web Site, and/or (ii) restrict your ability to become a Customer and use certain Services, including, without limitation, the Technology.
B. Lyynks hereby reserves the right to charge fee(s) for use of the Services and/or use of the Technology (“Fees”). There will be no initial or up-front Fees for your use of the Lyynks Web Site; however, in the event that your access to, or your continued use of, the Lyynks Web Site or Technology or some specific feature of either of the foregoing requires the payment of Fees in the future, you will be notified and given an opportunity to discontinue such use before you will be charged any such Fees. End Users and Customers are expressly prohibited from circumventing the Lyynks Web Site for the purpose of avoiding Fees. In the event that you attempt to circumvent or actually circumvent the payment of any Fees for utilizing the Lyynks Web Site, your right to remove or otherwise withdraw Materials through the use of the Technology shall be terminated.
C. The Lyynks Web Site permits the submission, posting, hosting, publishing, transmittal, and distribution in digital format over the Internet of audio, visual, audiovisual, and written materials and other digital media and content (collectively, “Materials”) by individuals and entities who register to become, and become, Customers of Lyynks. In the event that you become a Customer, the following Subsections D through H shall apply to you.
D. You understand that whether or not your Materials are published, Lyynks does not guarantee any confidentiality with respect to any such Materials due to the nature of the Internet and the imperfect nature of the security measures (even when industry-standard) that are used to protect information and content housed or stored on third-party computer servers. You shall be solely responsible for your own Materials and the consequences of posting or publishing them. Once uploaded onto the Lyynks Web Site, such Materials shall become part of the Lyynks Materials Database (as defined herein), unless otherwise expressly stated herein or in the EULA. In connection with your Materials, or otherwise in connection with your use of the Web Site and the Services, you affirm, represent, and warrant that: (i) the information supplied by you, including but not limited to the information supplied to the third party verification service(s) used by Lyynks, is true and accurate to the best of your knowledge and does not contain any misrepresentations or falsehoods; (ii) you have the full right, power and authority to enter into this Agreement and to perform your obligations hereunder in accordance with the terms hereof, and no contract or other agreement with any third party prohibits or will interfere in any manner with complete performance of this Agreement by you; (iii) to the extent you are acting in the capacity of a band or collective of recording artists, any employment identification numbers (EINs), social security numbers (SS#s), and any other information or content supplied on behalf of or as indicia of the band or collective of recording artists are owned, in whole or in part, by you and that you have the authority to supply such information and/or content; (iv) none of the music, titles, lyrics, artwork, photographs, trademarks, videos or other materials comprising the Materials submitted by you, nor any part thereof, will be an unauthorized copy of any other copyrighted work or infringe or violate any rights of any third party and that no adverse claim with respect to the Materials provided by you exists or shall exist thereon; (v) you will provide valid and up to date contact information to Lyynks and provide notice of any changes to contact information; (vi) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Lyynks to use all patent, trademark, trade secret, copyright or other intellectual property and proprietary rights in and to any and all such Materials to enable inclusion, use, publication, dissemination, and commercialization of such Materials in the manner contemplated by the Web Site and these Terms of Service; (vii) you have control over the distribution and availability of your Materials as they appear on the Lyynks Web Site, unless otherwise stated herein and subject to any limitations thereon, as specified by Lyynks; (viii) Lyynks’ use of your Materials on the Web Site, in connection with the Services, and as contemplated by these Terms of Service, will not infringe upon, misappropriate, or violate the intellectual property or proprietary rights of any Third-Party; (ix) you have the written consent, release, and/or permission of each and every identifiable individual person in such Materials to use the name or likeness of each and every such identifiable individual person to enable inclusion, use, publication, dissemination, and commercialization of such Materials utilizing the Technology and in the manner contemplated by the Web Site and these Terms of Service; and (x) you will, at all times, comply with all applicable laws, rules, regulations, and guidelines, including, without limitation, the CAN-SPAM Act, the DMCA, COPPA, and all FCC- promulgated rules and regulations. For clarity, you and your third-party licensors (if applicable) retain all of your ownership rights in the Materials that you submit through the Web Site other than the license rights and any other rights granted to Lyynks under these Terms of Service and/or the EULA. By submitting such Materials to Lyynks, you hereby grant Lyynks a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use such Materials for purposes of (i) hosting such Materials on any of the Lyynks Servers, including, without limitation, storing such materials in a cloud database (the “Lyynks Materials Database”) ; (ii) streaming, displaying and otherwise distributing such Materials on the Internet solely on and through your Licensee Channel; (iii) reproducing such Materials utilizing the Technology for purposes of incorporation and integration into, and distribution through, your Licensee Channel; and (iv) with respect to the design and graphic elements of certain of such Materials (as designated by you through the use of the Technology), modifying and creating derivative works of such Materials. For clarity, the foregoing license includes a perpetual, worldwide (except where prohibited by applicable local laws) right to stream the Materials submitted by you (to the extent that they are comprised of audio, visual, or audiovisual content) for access and use by End Users on the Internet, including without limitation, through computers and web-enabled handheld devices/phones and internet-connected tablets through the Licensee Channel. You also hereby grant each End User of your Licensee Channel (if applicable) a non-exclusive license to access and view your Materials through such Licensee Channel.
E. You shall have the right to permit or refrain from permitting advertisers and advertisements to appear on your Licensee Channel. Your Licensee Channel shall only host advertisements if authorized by you. You will have a right to receive a proportional share of the advertising revenue generated from your Licensee Channel in the event that you authorize advertisements on your Licensee Channel. You shall have the right to permit Lyynks to use Your Licensee Channel in connection with advertisement(s) of Lyynks and/or the Lyynks Web Site.
F. You shall have the right to request Lyynks to remove certain Materials submitted or posted by you for use by Lyynks on the Lyynks Web Site. You shall also have the ability, through the use of the Technology, to remove and/or modify, alter, or change, certain Materials posted by you on your Licensee Channel. All requests for Lyynks to remove Materials must be in writing and made through the use of a form for such purpose (“Materials Removal Form”), which is accessible through a link on the Lyynks Web Site. Materials will not be removed by Lyynks, unless a Materials Removal Form is received by Lyynks with respect thereto, and such removal shall be subject to the terms of these Terms of Service and the applicable Materials Removal Form. In the event that any Materials were incorporated into the Lyynks Materials Database and utilized, employed, or otherwise exploited by Lyynks or licensed to a third party, such use shall or may (at the sole discretion of Lyynks) survive termination of these Terms of Service and/or the submission of a Materials Removal Form for such purpose. In the foregoing instances, the use of such Materials by Lyynks and/or the applicable End User(s) will continue in perpetuity, irrespective of the Submission of a Materials Removal Form.
G. In connection with your Materials, or otherwise in connection with your use of the Web Site and/or the Services, you agree that you will not upload, post, store, transmit, display, broadcast, publish, copy, distribute, promote, make available, or otherwise communicate to the public or any other third party(ies) : (i) any content or other material as part of your Materials or otherwise that is copyrighted, protected by trade secret or otherwise subject to third-party intellectual property or proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission or a license from their rightful owner to post, publish, commercialize and/or exploit (as applicable) such content or other material and to grant Lyynks all of the license rights granted under these Terms of Service; (ii) falsehoods or misrepresentations that could damage Lyynks or any third-party; (iii) content or other material as part of you Materials or otherwise that is unlawful, obscene, tortious, defamatory, vulgar, libelous, invasive of another’s privacy rights, threatening, pornographic or contains nudity or that links to an “adult web site” (as that term is commonly understood), abusive, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable in Lyynks’ sole discretion; (iv) any unsolicited advertising or advertising that is unauthorized or outside of the functions provided by the Services, including, without limitation, any junk mail, spam, chain letters, or pyramid schemes; (v) any content as part of your Materials or otherwise that impersonates any third party, or otherwise misrepresents your affiliation with any third party; (vi) any content that solicits or is designed to solicit personal information from anyone under the age of 18 and/or any content that solicits or that is designed to solicit passwords or non-public personal information for unlawful purposes; (vii) any content that promotes or constitutes an illegal or unauthorized copy of another’s copyrighted work, including but not limited to providing access to pirated computer programs, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music or other pirated content or links to pirated content; or (viii) any content or other material as part of you Materials or otherwise that contains any adware, malware, spyware, software viruses, time bomb, worm, Trojan Horse or any other harmful computer code. Lyynks does not endorse any Materials or any opinion, recommendation, or advice expressed therein, and Lyynks expressly disclaims any and all liability in connection with Materials. Lyynks does not permit copyright infringing activities and/or infringement of intellectual property rights on its Web Site or in connection with the use of the Services and/or the Technology, and Lyynks will remove all applicable Materials if properly notified that such Materials infringe upon a third-party’s intellectual property rights. Lyynks reserves the right to remove Materials without prior notice and for any reason in its sole discretion. Lyynks shall have the right to terminate a Customer’s access to the Web Site, the Technology, and/or the Services without notice if such Customer is determined, in Lyynks’ sole discretion, to be an infringer or in violation of any applicable law, rule, or regulation. Lyynks also reserves the right to decide in its sole discretion whether Materials are appropriate and comply with these Terms of Service, including, without limitation, to determine whether or not such Materials constitute pornography, obscene, or defamatory materials. Lyynks may remove such Materials and/or terminate a Customer’s access to the Services for uploading or posting such Materials in violation of these Terms of Service at any time, without prior notice, and at its sole discretion.
H. If you are a copyright owner or an agent thereof and believe that any Materials or other content on or transmitted through the Web Site or the Services by a third-party infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing our Copyright Agent with the following information in writing (See 17 U.S.C 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Lyynks to locate the Material;
(iv) Information reasonably sufficient to permit Lyynks to contact you, such as an address, telephone number, and, if available, an email address;
(v) A statement that you have a good faith belief that use of the applicable Materials in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Lyynks’ designated Copyright Agent to receive notifications of claimed infringement is: Attn: David Janet, Esq., Lyynks Inc., 1812 W. Burbank Blvd., Suite 644 Burbank, CA 91506 (email@example.com). For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Lyynks customer service. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid under applicable law.
I. You understand that, when using the Lyynks Web Site, the Technology, and/or the Services, you will be exposed to Materials and other content from a variety of sources, and that Lyynks is not responsible for the accuracy, usefulness, safety, merchantability, quality, or intellectual property rights of or relating to such Materials or other content. You further understand and acknowledge that you may be exposed to Materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Lyynks with respect thereto. In addition, if your Materials are posted and/or featured on the Web Site, you understand and agree that visitors to the Web Site may comment freely on such Materials. Lyynks shall not have any liability to you or to any Third-Party in connection with any such comments (which you understand may not be favorable). You understand and agree that you shall not have any rights or claims arising from or concerning any such comments and you hereby irrevocably waive any such rights and/or claims to the extent that they exist or arise in the future. In addition, you understand and acknowledge that Lyynks is and acting as a marketplace, platform, and conduit for End Users to exchange information, ideas, content, opportunities and other items or services, and, as such, Lyynks does not provide any warranties with respect. You hereby agree to hold Lyynks harmless to the extent that you engage with another End User or third party over the Lyynks Web Site, and you suffer any loss(es), damage(s) or adverse legal consequence(s) therefrom.
J. Lyynks permits you to link to Materials of third-party Customers on the Web Site for solely personal, non-commercial purposes and uses by you. Lyynks reserves the right to discontinue any aspect of the Lyynks Web Site, Technology, and/or the Services, at any time. These Terms of Service constitute a legally-binding contract solely between you and Lyynks.
YOU AGREE THAT YOUR USE OF THE WEB SITE, THE SERVICES, AND THE LYYNKS MATERIALS SHALL BE AT YOUR SOLE RISK. THE LYYNKS NETWORK AND THE SERVICES ARE PROVIDED ON AND “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LYYNKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, THIRD-PARTY LICENSORS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE, THE LYYNKS NETWORK, THE SERVICES, AND THE LYYNKS MATERIALS AND YOUR USE THEREOF. LYYNKS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE FOREGOING (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). LYYNKS MAKES NO WARRANTY THAT THE LYYNKS NETWORK OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT USE OF THE LYYNKS NETWORK OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
YOU ACKNOWLEDGE THAT ACCESS TO MATERIALS AND DATA (INCLUDING, WITHOUT LIMITATION, AUDIO AND AUDIOVISUAL FILES, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE LYYNKS NETWORK IS NOT GUARANTEED AND THAT LYYNKS WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF MATERIALS OR DATA CAUSED BY THE LYYNKS NETWORK OR ITS UNAVAILABILITY. LYYNKS MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LYYNKS NETWORK OR THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE LYYNKS NETWORK OR SERVICES, OR THAT DEFECTS IN THE LYYNKS NETWORK OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIALS AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LYYNKS NETWORK AND/OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGES ARISING THEREFROM. LYYNKS DOES NOT, NOR CANNOT, FORECAST AND/OR GUARANTEE SUCCESS WITHIN THE ENTERTAINMENT INDUSTRY OR ANY OTHER INDUSTRY. NOTHING IN THIS AGREEMENT AND NONE OF THE SERVICES AVAILABLE VIA THE LYYNKS WEB SITE TO YOU SHALL BE CONSTRUED AS A PROMISE OR GUARANTEE ABOUT THE OUTCOME OF YOUR MATTERS AND/OR CAREER, INCLUDING BUT NOT LIMITED TO YOUR SUCCESS OR LACK THEREOF AS AN ENTERTAINER. LYYNKS’ COMMENTS, IF ANY, ABOUT THE OUTCOME OF YOUR MATTERS ARE EXPRESSIONS OF OPINION AND ENCOURAGEMENT ONLY. LYYNKS’ ENTITLEMENT TO THE RIGHTS GRANTED HEREIN OR YOUR ENTITLEMENT TO USE THE LYYNKS WEB SITE IS NOT DEPENDENT ON ANY OUTCOME IN ANY MATTER.
LYYNKS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEB SITE, THE SERVICES OR THE LYYNKS MATERIALS, OR THE CONTENT OF ANY WEB SITES LINKED TO THE WEB SITE, AND LYYNKS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OMISSIONS, OR INACCURACIES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE, THE SERVICES, OR THE LYYNKS MATERIALS (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE LYYNKS SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION OF MATERIALS, DATA, CONTENT, OR DIGITAL MEDIA IN ANY FORM OR FORMAT TO OR FROM THE WEB SITE OR UTILIZING THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE LOCATED WITHIN OR TRANSMITTED TO OR THROUGH THE WEB SITE OR UTILIZING THE SERVICES BY ANY THIRD-PARTY OR OTHERWISE, AND/OR (V) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MATERIALS OR OTHER CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE LYYNKS WEB SITE, THE LYYNKS NETWORK OR UTILIZING THE SERVICES. LYYNKS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE LYYNKS WEB SITE OR ANY HYPERLINKED WEB SITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE LYYNKS WEB SITE, AND LYYNKS WILL NOT IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
7. Limitations of Liability and Exclusions
IN NO EVENT, SHALL LYYNKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, THIRD- PARTY CONTRACTORS, THIRD-PARTY LICENSORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LYYNKS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LYYNKS’ TOTAL LAIBILITY (IF ANY) EXCEED ONE HUNDRED DOLLARS ($100), IN THE AGGREGATE, REGARDLESS OF THE FORM OF ACTION OR TYPE OF CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY IRRESPECTIVE OF WHETHER OR NOT ANY OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU SPECIFICALLY ACKNOWLEDGE THAT LYYNKS SHALL NOT BE LIABLE FOR ANY THIRD-PARTY MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY (INCLUDING, WITHOUT LIMITATION, ANY OTHER END USER OR CUSTOMER) AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Lyynks Web Site is controlled and offered by Lyynks from its facilities in the United States of America. Lyynks makes no representations that the Lyynks Web Site is appropriate or available for use in other locations. Those who access or use the Lyynks Web Site from jurisdictions outside of the U.S. do so at their own volition and are responsible for compliance with any and all applicable local laws, rules, and regulations.
You agree to indemnify and hold harmless (and, if requested by Lyynks, defend) Lyynks, its affiliates, partners, and their respective officers, directors, employees, third-party contractors, third-party licensors, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including, without limitation, attorneys’ fees) based upon or arising out of: (i) your use of and access to the Lyynks Web Site, the Services and/or the Lyynks Materials; (ii) your breach or violation of these Terms of Service, including, without limitation, any of your representations or warranties set forth herein (iii) your infringement, violation, or misappropriation of any intellectual property or proprietary right of any third- party, including, without limitation, any copyright, property, or privacy right; or (iv) any of your Materials or the display, transmittal, or publication thereof on the Web Site or in connection with the Services. You agree to reimburse Lyynks on demand, for any payment made or incurred by Lyynks and/or any Lyynks assignee(s) at any time after the date hereof with respect to any liability or claim to which the foregoing indemnity applies. Pending the resolution of any claim that is subject to indemnification hereunder, Lyynks may withhold sums otherwise due to you under this Agreement in an amount reasonably related to such claim(s). You may participate in the defense of any such claim through counsel of your selection at your own expense (and Lyynks shall notify you of any such claim), but Lyynks will have the right at any time, in its sole discretion, to retain or resume control (if applicable) of the conduct of such defense.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, by operation of law or otherwise, and any attempted or purported assignment in contradiction of the foregoing shall be null and void. Lyynks may assign this Agreement, and/or any of its rights herein, and delegate any of its obligations hereunder, at any time, by operation of law or otherwise, and without your consent.